0001144204-17-016267 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT ASSEMBLY PHARMACEUTICALS, INC.
Non-Qualified Stock Option Agreement • March 23rd, 2017 • Assembly Biosciences, Inc. • Pharmaceutical preparations • Indiana

This Non-Qualified Stock Option Agreement (this “Agreement”) is entered into by and between the Optionee named above and Assembly Pharmaceuticals, Inc. (the “Company”). Pursuant to this Agreement, the Company hereby grants to the Optionee, who is an officer, employee, director, or consultant of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock (“Common Stock”) of the Company indicated above (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Agreement. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). This Agreement is intended to constitute a compensatory benefit plan for purposes of Rule 701 of the Securities Act.

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SECOND AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 23rd, 2017 • Assembly Biosciences, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (the "Amendment"), dated March 21, 2017, is entered into by and among Assembly Biosciences, Inc., a Delaware corporation formerly known as Ventrus Biosciences, Inc. ("Parent") and Derek Small ("Optionee").

FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 23rd, 2017 • Assembly Biosciences, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (the “Amendment”), dated July 2014, is entered into by and among Assembly Biosciences, Inc., a Delaware corporation formerly known as Ventrus Biosciences, Inc. (“Parent”), Assembly Pharmaceuticals, Inc., a Delaware corporation (“Assembly”), and Lee Arnold (“Optionee”).

SECOND AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 23rd, 2017 • Assembly Biosciences, Inc. • Pharmaceutical preparations

THIS SECOND AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (the “Amendment”), dated December 23, 2014, is entered into by and among Assembly Biosciences, Inc., a Delaware corporation (“Assembly”), and Lee Arnold (“Optionee”).

FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 23rd, 2017 • Assembly Biosciences, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (the "Amendment"), dated July 11, 2014, is entered into by and among Assembly Biosciences, Inc., a Delaware corporation formerly known as Ventrus Biosciences, Inc. ("Parent") and Derek Small ("Optionee").

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